| Thu 7 Jun 2012, 16:40 | | APN - Aspen Pharmacare Holdings Limited - Changes in aspen`s Black Economic |
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APN
APN
APN - Aspen Pharmacare Holdings Limited - Changes in aspen`s Black Economic
Empowerment ("BEE") shareholding
Aspen Pharmacare Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/002935/06)
Share code: APN & ISIN: ZAE000066692
("Aspen")
CHANGES IN ASPEN`S BLACK ECONOMIC EMPOWERMENT ("BEE") SHAREHOLDING
1. Introduction
In May 2005, the shareholders of Aspen approved a scheme of arrangement to
facilitate the acquisition of ordinary shares in Aspen ("Aspen Shares") by
Imithi Investments (Proprietary) Limited ("Imithi"), the shareholders of
which comprise a grouping of broadbased BEE entities (the "BEE
Transaction"). The BEE Transaction was designed with the objective of
ensuring that a meaningful portion of Aspen`s equity is owned by black
people and that black people have a meaningful role in Aspen`s operations,
management and development.
Pursuant to the BEE Transaction, Imithi acquired 13 400 000 new Aspen
Shares, representing 3.1% of the Aspen Shares currently in issue, and 17 600
000 new variable rate, voting, convertible, redeemable, cumulative A
preference shares (the "Aspen Preference Shares").
Aspen is pleased that its commitment to BEE and the strategic relationship
forged with Imithi has resulted in significant value creation for both
parties.
2. Sale of Aspen Shares
In order to facilitate the redemption of its funding obligations, Imithi has
concluded a process of disposing of 9 839 276 Aspen Shares
(the "Sale"), as allowed for in terms of the agreements governing the BEE
Transaction.
The proceeds of the Sale will be used by Imithi to redeem all of its
outstanding preference share funding and to settle any transaction costs and
taxes associated with the Sale.
The Sale was conducted with the full knowledge and prior consent of the
Aspen board of directors.
3. Conversion of the Aspen Preference Shares
On 10 June 2012, the Aspen Preference Shares will convert into 17 600 000
new Aspen Shares.
Aspen will apply for listing of the new Aspen Shares in Imithi`s name on the
Main Board of the JSE Limited ("JSE"). It is expected that listing of the
new Aspen Shares will take place on or shortly after 12 June 2012.
4. Remaining Aspen Shares
Following the Sale and the conversion of the Aspen Preference Shares, Imithi
will hold 21 160 724 Aspen Shares (the "Remaining Aspen Shares"),
representing 4.65% of Aspen Shares in issue.
The Remaining Aspen Shares are free from all debt and subject to a lockup on
terms agreed between Imithi and Aspen until 10 June 2015.
The BEE Transaction has created meaningful economic value for Imithi,
enabling the repayment of all acquisition funding in relation to its Aspen
Shares, and retaining a residual, unencumbered shareholding of 4.65% in
Aspen.
Aspen remains committed to driving transformation in ways that are
sustainable, credible and of benefit to all its stakeholders and to the
country as a whole.
5. Directors interest
Dr NJ Dlamini, Aspen`s nonexecutive Chairman, has an indirect beneficial
interest of 12% in Imithi.
Durban
7 June 2012
Sponsor:Investec Bank
Date: 07/06/2012 16:40:01 Produced by the JSE SENS Department.
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